Bylaws of the Foreign Correspondents Association of Southern Africa (FCA)

adopted April 30, 2013

The objective of the FCA shall be:

to defend the professional interests of association members.

to disseminate information about forthcoming events, to organize professional and social gatherings and to carry out other functions as a service organization for foreign correspondents.

The FCA shall be based in Johannesburg. All General Assembly meeting and board meetings shall take place in South Africa.

The FCA encourages high standards of professional ethics and conduct. But is not a disciplinary body and does not exercise authority over professional behavior of members, except as that behaviour might conflict with the association’s own regulations.

The FCA will only represent media organizations and journalists who are paid members in good standing.

Only members empowered by the board may speak in the name of the FCA.

These Bylaws shall be binding upon all FCA officers, members, guests, and employees.

Members

Any actively practicing journalist working with or for a foreign news outlet in Southern Africa may be a member of the FCA. A news outlet includes, but is not limited to, print, radio, television and Internet platforms.

The Board or General Assembly may ask to see credentials and/or proof of previous work in order for a person to become a member.

No government official may be a member of the FCA unless through Board approval.

Members shall pay an annual membership fee as determined by the board. A lack of payment will result in expulsion or, for a new member, denial of entry.

The Board may also set separate fee structures for freelance journalists.

The Board may revoke membership if key rules have been broken.

Journalists intending to work in South Africa for major events may become members of the FCA prior to their arrival if approved by the board.

The Board may allow Associate Members.

Associate Members have no voting rights, can attend most FCA functions but not actively participate in these events.

The board retains the right to exclude Associate Members from certain events.

Associate Membership applications will be voted on and approved by the FCA board.

Associate Members cannot stand for office.

The board may bestow Honorary Membership on key individuals who have made a major contribution to journalism in South Africa. Honorary members shall pay no dues and shall not be entitled to vote in association meetings.

Membership of all types is personal, voluntary, and not transferable. No one may claim membership as a right or possession, or initiate legal action to compel granting of membership.

Meetings

A General Assembly must take place at least once a year. Members shall be given at least a one-week notice for a General Assembly.

Members unable to attend the General Assembly in person can vote by proxy by e-mailing the company secretary.

A financial report of the FCA finances must be presented at the General Assembly.

Members attending the General Assembly will vote for the position of FCA chair and members to serve on the board.

Any paid member in good standing can stand for the position of FCA chair and/or the board.

Amendments to bylaws must be approved by a simply majority of members attending the General Assembly

A special General Assembly may be called at any time, if at least 50 members – or 1/5 of all members - sign a petition in favour of convening.

Any action of the board may be revoked or amended at a special General Assembly.

The FCA may be dissolved if 3/5 of the membership at a special General Assembly approve this measure. Members must be given 2 weeks notification for such a meeting.

If the association is dissolved, all debts and liabilities of the association shall be fully discharged and the remaining funds, if any, shall be divided equally among the members. No member shall be personally liable for any debt or undertaking of the association.

Governing Body

The general membership shall elect a Board at the General Assembly, which shall have no less than five and no more than eleven members.

The general administration of the FCA shall be vested in the board. The board remains responsible to the members. The board is elected for the period of one year.

The board shall have the authority to manage the association, to achieve its objectives and to conduct its activities.

The board shall elect the positions of Deputy Chair and Treasurer at the first sitting of the board.

The board shall meet no less than once every eight weeks and should convene once a month. Emergency meetings may be called at any time, with 24 hours notification to the board members.

The board has the right to establish committees, which may include general members. The committees must report to the board and the members when appropriate.

No board member may receive a salary or payment from the FCA except for re-imbursement of expenses subject to approval of the board.

The board shall appoint a company secretary at their first sitting whose responsibility is to act upon board decisions and respond to member requests. The FCA secretary receives a salary, as determined by the board, and has no voting rights. The company secretary shall be considered a part time employee of the FCA and furnished with a contract in line with South African law.

No member of the board shall use his office for personal or professional advantage.